Wärtsilä Oyj Abp : Notice to convene the Annual General Meeting of Wärtsilä Corporation

 Wärtsilä Oyj Abp : Notice to convene the Annual General Meeting of Wärtsilä
                                 Corporation

Wärtsilä Corporation Notice to convene annual general meeting 25 January 2013
at 9.00 am (EET)

Notice is given to the shareholders of Wärtsilä Corporation to the Annual
General Meeting to be held on Thursday 7 March 2013 at 4.00 pm at the Congress
Wing of the Helsinki Fair Centre, Messuaukio 1, 00520 Helsinki, Finland. The
reception of persons who have registered for the meeting and the distribution
of voting tickets will commence at 2.30 pm.

A.Matters on the agenda of the general meeting

At the general meeting, the following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinise the minutes and to supervise the
counting of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the annual accounts, the report of the Board of Directors
and the auditor's report for the year 2012

- Review by the CEO

7. Adoption of the annual accounts

8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend

- The Board of Directors proposes to the general meeting that a dividend of
EUR 1.00 per share be paid for the financial year 2012. The dividend will be
paid to the shareholders who are registered in the list of shareholders
maintained by Euroclear Finland Ltd on the record date which is 12 March 2013.
The payment date proposed by the Board for the dividend is 19 March 2013.

9. Resolution on the discharge of the members of the Board of Directors and
the CEO from liability

10. Resolution on the remuneration of the members of the Board of Directors

- The Nomination Committee of the Board proposes that the annual remuneration
payable to the members of the Board in 2013 be as follows: for the Chairman
EUR 120,000, for the Deputy Chairman EUR 90,000 and for the ordinary members
EUR 60,000. In addition, the Nomination Committee of the Board proposes that
each member will be paid EUR 400/Board meeting attended. The chairman's
meeting fee shall be double this amount. The Nomination Committee further
proposes that each member of the Nomination Committee and the Remuneration
Committee will be paid EUR 500/committee meeting attended and each member of
the Audit Committee will be paid EUR 1,000/committee meeting attended, and the
chairmen's meeting fee being double these amounts. Approximately 40% of the
annual fee is proposed to be paid in Wärtsilä shares, and the rest in cash.
The tax deduction for the entire annual fee will be made from the cash amount.
The attendance fees will be paid in cash. Possible travel expenses will be
reimbursed according to the travel policy of the Company.

11. Resolution on the number of members of the Board of Directors

- Shareholders representing over 20 percent of the shares and votes of the
Company have informed that they are going to propose to the general meeting
that the number of the Board members be 9.

12. Election of members of the Board of Directors

- Lars Josefsson has informed that he is not available as member of the Board
when the general meeting elects the members of the Board.
- Shareholders representing over 20 percent of the shares and votes of the
Company have informed that they are going to propose to the general meeting
that from the current members of the Board of Directors M.Sc. (Techn), MBA
Maarit Aarni-Sirviö, managing director Kaj-Gustaf Bergh, M.Sc. (Econ), MBA
Alexander Ehrnrooth, M.Sc. (Econ) Paul Ehrnrooth, B.Sc. (Econ) Mikael Lilius,
President and CEO Gunilla Nordström, CFO Markus Rauramo and managing director
Matti Vuoria be elected as members of the Board. As a new member of the Board
of Directors is proposed Vice Chairman, Investor AB, Sune Carlsson.
- The above-mentioned persons have given their consent to the position. Also,
the above-mentioned persons have brought to the attention of the Company that
if they become selected, they will select Mikael Lilius as Chairman and
Kaj-Gustaf Bergh as Deputy Chairman of the Board.

13. Resolution on the remuneration of the auditor

- The Audit Committee of the Board proposes that the auditor be reimbursed
according to the auditor's invoice.

14. Election of auditor

- The Audit Committee of the Board proposes that the firm of public auditors
KPMG Oy Ab be re-elected as the auditor of the Company for the year 2013.

15. Authorisation to repurchase and distribute the Company's own shares

a)The Board of Directors proposes that the Annual General Meeting authorises
the Board of Directors to resolve to repurchase the Company's own shares in
one or more instalments on the following conditions:
-The Board of Directors is authorised to resolve to repurchase a maximum of
19,000,000 shares in the Company, which represents 9.63% of all the shares in
the Company.
-Own shares will be repurchased using the Company's unrestricted
shareholders' equity, which means that the repurchases reduce the funds
available for distribution of profits. The shares may be repurchased through
public trading at the prevailing market price formed in public trading on the
NASDAQ OMX Helsinki Oy on the date of repurchase.
-The shares will be repurchased in order to develop the capital structure of
the Company, to finance or carry out acquisitions or other arrangements, or to
be otherwise transferred further, to be held with the company or to be
cancelled.
-The Board of Directors shall decide upon all other terms and conditions for
the repurchase of the Company's own shares. Shares may be repurchased in
deviation from the shareholders' pre-emptive rights.
-The authorisation to repurchase the Company's own shares shall be valid
until the close of the next Annual General Meeting, however no longer than for
18 months from the authorisation of the shareholders' meeting.

b)The Board of Directors proposes that the Annual General Meeting authorises
the Board of Directors to resolve to distribute the Company's own shares in
one or more instalments on the following conditions:
-The Board of Directors is authorised to distribute a maximum of 19,000,000
shares in the Company, which represents 9.63% of all the shares in the
Company.
-The Board of Directors is authorised to resolve to whom and in which order
the own shares will be distributed. The Board of Directors is authorised to
decide on the distribution of the Company's own shares otherwise than in
proportion to the existing pre-emptive right of the shareholders to purchase
the Company's own shares.
-The shares can be used as consideration e.g. in acquisitions or other
arrangements in the manner and to the extent decided by the Board of
Directors. The Board of Directors has also the right to decide on the
distribution of the shares in public trading for the purpose of financing
possible acquisitions.
-The authorisation includes the right for the Board of Directors to resolve
upon all other terms and conditions for the distribution of the shares held by
the Company.
-The authorisation for the Board of Directors to distribute the Company's own
shares shall be valid for three years from the authorisation of the
shareholders' meeting, and it cancels the authorisation given by the General
Meeting on 8 March 2012 to distribute the Company's own shares.

16. Closing of the meeting

B. Documents of the general meeting

The proposals for the decisions on the matters on the agenda of the general
meeting, as well as this notice, are available on Wärtsilä Corporation's
website at www.wartsila.com/investors. The electronic annual report of
Wärtsilä Corporation, including the Company's annual accounts, the report of
the Board of Directors and the auditor's report, is available on the
above-mentioned website no later than 14 February 2013. The proposals for
decisions and the other above-mentioned documents are also available at the
meeting. Copies of these documents and of this notice will be sent to
shareholders upon request. The minutes of the meeting will be available on the
above-mentioned website as of 21 March 2013 at the latest.

C. Instructions for the participants in the general meeting

1. Shareholders registered in the shareholders' register
Each shareholder, who is registered on 25 February 2013 in the shareholders'
register of the Company held by Euroclear Finland Ltd., has the right to
participate in the general meeting. A shareholder, whose shares are registered
on his/her personal Finnish book-entry account, is registered in the
shareholders' register of the company.
A shareholder, who is registered in the shareholders' register of the company
and who wants to participate in the general meeting, shall register for the
meeting no later than 4 March 2013 at 16.00 hours by giving a prior notice of
participation which shall be received by the company no later than on the
above-mentioned date. Such notice can be given:
a) by e-mail: yk@wartsila.com
b) on the company's website www.wartsila.com/agm_register
c) by telephone (09.00 am to 12 noon on weekdays) +358 10709 5282/Anita
Nenonen
d) by telefax +358 10709 5283; or
e) by regular mail to Wärtsilä Corporation, Share Register, P.O. Box 196,
FIN-00531 Helsinki, Finland.
In connection with the registration, a shareholder shall notify his/her name,
date of birth, telephone number and the name of a possible assistant or proxy
representative and the personal identification number of a proxy
representative. The personal data given to Wärtsilä Corporation is used only
in connection with the general meeting and with the processing of related
registrations.

2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the
general meeting by virtue of such shares, based on which he/she on the record
date of the general meeting, i.e. 25 February 2013, would be entitled to be
registered in the shareholders' register held by Euroclear Finland Ltd. The
right to participate in the general meeting requires, in addition, that the
shareholder on the basis of such shares has been registered into the temporary
shareholders' register held by Euroclear Finland Ltd at the latest by 4 March
2013 by 10.00 am. As regards nominee registered shares this constitutes due
registration for the general meeting.

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the temporary
shareholders' register of the company, the issuing of proxy documents and
registration for the general meeting from his/her custodian bank. The account
management organisation of the custodian bank will register a holder of
nominee registered shares, who wants to participate in the general meeting,
into the temporary shareholders' register of the company at the latest by the
time stated above.

3. Proxy representative and powers of attorney
A shareholder may participate in the general meeting and exercise his/her
rights at the meeting by way of proxy representation. A proxy representative
shall produce a dated proxy document, or otherwise in a reliable manner
demonstrate his/her right to represent the shareholder at the general meeting.
When a shareholder participates in the general meeting by means of several
proxy representatives representing the shareholder with shares at different
securities accounts, the shares by which each proxy representative represents
the shareholder shall be identified in connection with the registration for
the general meeting.
Possible proxy documents should be delivered in originals to Wärtsilä
Corporation, Share Register, P.O. Box 196, FIN-00531 Helsinki, Finland before
the last date for registration.

4. Other instructions and information
Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is
present at the general meeting has the right to request information with
respect to the matters to be considered at the meeting.

As of the date of this notice, the total number of shares and votes in
Wärtsilä Corporation is 197,241,130.

Helsinki, 24 January 2013

WÄRTSILÄ CORPORATION
Board of Directors

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Source: Wärtsilä Oyj Abp via Thomson Reuters ONE
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